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United Kingdom Limited Liability Partnerships

Malta Private Private Limited Liability Company

Synopsis

UK LLP Company SetupMalta is situated in the Mediterranean Sea south of Sicily, Italy. The Total area is 316 sq km. The capital and largest city is Valletta. Malta’s population is approximately 415,000. Official languages are Maltese and English but Italian is also widely spoken.

Malta is an independent republic, having gained independence from the United Kingdom in 1964. Government is democratically elected parliament with elections being held every five years. Malta is a member of Commonwealth of Nations and has become a full member of the European Union since the 1st of May 2004. The legal system is based of the Napoleonic code, but British Law has had a strong influence particularly in fiscal and commercial law.

Currently Malta has Double Tax Treaties with more than 48 countries.

Highlights of Maltese Companies

Limited Liability Companies registered in Malta in terms of the Malta Companies Act (Chapter 386 of the Laws of Malta) are normally, considered as the most common forms of businesses registered in Malta. Such Companies may have the status of private or public Companies. Companies may be registered as “trading” Companies or as “holding” Companies and may be used for domestic or international purpose.

Maltese companies are particularly tax-efficient corporate vehicles and can be (and have been) advantageously utilized in a virtually unlimited variety of:

  • Trading, commercial and service activities in any sector; particularly in the provision of commercial; management, technical and other services, group treasury operations and the international purchase and sale of goods; and/or
  • Holding activities, including the holding of shares in other companies, intellectual property rights, loan rights, bank accounts and other assets, whether tangible or intangible, moveable or immovable

A Malta Private Private Limited Liability Company has the following characteristics:

Shareholders:Single member (one shareholder) companies are now also possible in Malta and such member may be an Individual or a Corporation. Bearer shares are not permitted.

The minimum paid up share capital for a private company of the foreign currency must be the equivalent to EUR 1,164.00 of which a minimum of 20% must be paid-up. Due to the variance of currency conversion from time to time, it is recommended that regardless of the currency chosen, it may be stated in round figures.

Directors: A minimum of one director is required and corporate directors are permitted. Director can be non-resident. Details of the directors appear on the public register.

Officers/Secretary: A company secretary is required and must be an individual. The Director can also be appointedas Secretary; however, if the Secretary and Director is the same person, an additional Director must be appointed.

Restriction on Name & Activity: Names must end with the word “limited”. There are few restrictions on the words, which may be included within a company name but those indicating a connection with the banking or insurance industries can only be used when an appropriate license has been obtained.

Local Requirement: As a matter of Maltese company law, every Malta Company must maintain a registered office address in Malta and must also appoint a Malta resident as registered agent. We would generally provide these services as part of the domiciliary service fee.

Timescale: Incorporation can be achieved within 1 week.

Annual Reporting:Companies must file an annual return and must also prepare audited accounts on an annual basis. The accounts must be audited by a Maltese auditor and these accounts must be prepared in accordance to the International Financial Reporting Standards (IFRS) or GAPSE. Failure to submit such annual return and audited accounts would subject the Company to a penalty imposed by the Malta Registry of Companies on a daily basis.

Taxation: Companies incorporated in Malta are considered to be ordinarily resident in Malta and are consequently subject to tax on their world-wide income.

Malta operates the “full imputation” system of taxation so that any tax paid by the company is imputed to the shareholder in the event of a dividend distribution. The tax withheld by the company from the dividend it distributes is, therefore, no more than a payment on account of the shareholder’s own liability.

Income Tax is the only tax imposed on the profits of the companies. The standard rate of income tax is 35% of taxable income, which is the net profit (accounting profits) as reported in the companies’ audited financial statements, subject to certain adjustments. All expenses incurred wholly and exclusively in the production of the income are considered deductible.

Upon distribution of dividends by a Malta company in favour of its shareholder/s the recipient shareholder/s would be entitled to claim a refund of six-sevenths (6/7) or five-sevenths (5/7) of the Malta tax suffered at the level of the Malta company on its said profits. However, should a Malta company have claimed relief for double taxation in respect of profits allocated to its Foreign Income Account and out of which dividends were distributed, its shareholder/s would only be entitled to a refund of two-thirds (2/3) of the Malta tax paid by the Malta company on the said profits.

Secrecy: The identity of the beneficial owners of a Maltese company may remain confidential if a trustee company authorized by the Malta Financial Services Authority is engaged to act as shareholder on behalf of the underlying beneficial shareholders. This confidentiality is maintained as long as the company and its beneficial owners are not involved in any money laundering activity.

Company Renewal: Renewal for Maltese Company will fall on the anniversary date of incorporation.In case of late renewal, government and service charges shall be applicable.

Latest valid passport copy and recent utility bill for address proof of shareholder/director are required to be submitted at every renewal as a part of enhanced due diligence. If shareholder is a corporate entity, then latest certificate of incumbency and above stated docs of directors would be required.

Documents Required:
KYC Documents for individual Director/Shareholder

  • 2 Notarised copies of valid Passport
  • Original Proof of address (dated less than 3 months)
  • Original Bank reference (dated less than 3 months with satisfactory record clearly mentioned and also the time period the client has been dealing with the bank: minimum of 2 yrs)
  • Detailed CV with signature
  • Original Professional reference
  • Original Police Conduct Certificate

KYC for Corporate Director/Shareholder

  • Certificate of Incorporation
  • Registered address and place of business
  • Certificate of Current Standing if incorporated more than 1 year
  • Register of Directors
  • Register of Shareholders
  • Memorandum & Articles of Association

Whilst every effort has been made to ensure that the details contained herein are correct and up-to-date, it does not constitute legal, tax or other professional advice. We do not accept any responsibility, legal or otherwise, for any errors or omissions.